Exhibit 10.43
ERESEARCHTECHNOLOGY, INC.
CONSULTANT AGREEMENT
The following agreement is hereby entered into between, Xxxx Xxxxxxxxxx, M.D.,
P.C. (hereinafter known as Consultant) and eResearchTechnology, Inc. (together
with its affiliated corporations hereinafter known as the "Company"), and having
its principal offices at 00 X. 00xx Xxxxxx, Xxxxxxxxxxxx, XX 00000
1. SCOPE OF PROJECT
a) Consultant agrees to provide Xxxx Xxxxxxxxxx, M.D. ("Xx. Xxxxxxxxxx")
to advise the Company on matters related to the successful operation,
marketing and business development of the Company's Cardiac Safety
group, on a best efforts basis to achieve annual goals established
with the Board of Directors.
b) Consultant agrees to provide Xxxx Xxxxxxxxxx, M.D. ("Xx. Xxxxxxxxxx")
to market the services of the Company's eRT Consulting Group, which
the Company shall define from time to time, ("Services") to
pharmaceutical, biomedical and medical device companies and to perform
such Services for the eRT Consulting Group as requested by the
Company.
For each marketing opportunity, Consultant shall deliver to the
Company a completed Standard Opportunity Lead Sheet (Exhibit A) prior
to the Company's preparation of a proposal and/or contract with the
prospect company ("Lead"). The Standard Opportunity Lead Sheet shall
identify the Lead. For the purposes of determining whether the Lead
was generated solely by Consultant ("Consultant Lead"), Leads provided
by the Consultant to the Company will be deemed to be a Consultant
Lead unless the Company demonstrates that the subject of such Lead is
either in the Company's existing backlog at the time the Lead is
submitted by the Consultant to the Company, or is included in an
existing proposal made or in the process of preparation by the Company
at the time the Lead is submitted to the Company, or involves a client
of the Company with which the Company has an existing repeat business
presence whether internally generated or generated through a prior
Consultant Lead or any combination thereof.
2. ETHICAL CONDUCT
Consultant will conduct himself in a professional and ethical manner at all
times and will comply with all Company policies as well as all State and
Federal regulations and laws as they may apply to the services, products,
and business of the Company.
1
3. COMPENSATION
a) Base fees shall be $294,000/year payable in twelve equal installments
of $24,500 by the 15th of each month. Consultant will be eligible for
incentive compensation to be determined by the Board of Directors.
b) Consultant shall be paid a commission of 90% of net revenues for
Services performed by the eRT Consultant Group for those Consultant
Leads. Payment shall be made to Consultant within thirty (30) days
following the Company's billing to the Lead for such Services.
c) Consultant shall be paid a commission of 80% of net revenues for
Services performed by Consultant for eRT Consultant Group. Payment
shall be made to Consultant within thirty (30) days following the
Company's billing to the Lead for such Services.
d) Consultant will be reimbursed for reasonable out of pocket expenses
when properly documented.
e) Consultant agrees to maintain his medical licenses and insurance as
required to carry out the duties described herein, which will be
reimbursed by the company when properly documented and which shall not
exceed $15,000 per year.
f) Consultant shall be acting as an independent contractor and not as an
employee of the Company. Payment of any tax and/or social security
liabilities relative to this compensation shall be the responsibility
of the Consultant.
4. NON-DISCLOSURE
Consultant acknowledges that consultancy for the Company requires him to
have access to confidential information and material belonging to the
Company, including customer lists, contracts, proposals, operating
procedures, and trade secrets. Upon termination of the consulting
relationship for any reason, Consultant agrees to return to the Company any
such confidential information and material in his possession with no copies
thereof retained. Consultant further agrees, whether during the term of
this agreement with the Company or any time after the termination thereof
(regardless of the reason for such termination), he will not disclose nor
use in any manner, any confidential or other material relating to the
business, operations, or prospects of the Company except as authorized in
writing by the Company.
5. INVENTIONS
a) Consultant agrees to promptly disclose to the Company each discovery,
improvement, or invention conceived, made, or reduced to practice
during the term of this agreement. Consultant further agrees to grant
to the Company the entire interest in all of such discoveries,
improvements, and inventions and to sign all patent/copyright
applications or other documents needed to implement the provisions of
this paragraph without additional consideration. Consultant further
agrees that all works of authorship subject to statutory copyright
protection developed jointly or solely, during the term of this
agreement shall be considered property of the Company and any
copyright thereon shall belong to the Company. Any invention,
discovery, or improvement conceived, made, or disclosed, during the
one year period following the termination of this agreement shall be
deemed to have been made, conceived, or discovered during the term
hereof.
2
b) If publication of data generated from studies conducted under the
auspices of the Company is anticipated, Consultant agrees to obtain
permission from the Company for such publication.
6. NO SOLICITATION
During the continuance of this Agreement and for a period of one year
thereafter (regardless of the reason for termination), Consultant agrees
that it will not, directly or indirectly, in any way for its own account,
as employee, stockholder, partner or otherwise, or for the account of any
other person, corporation, or other entity, inappropriately or unethically
solicit clients, Company employees or independent contractors that would
interfere with the business of the Company.
7. NO CURRENT CONFLICT
Consultant hereby assures the Company that he/she is not currently
restricted by any existing employment or non-compete agreement that would
conflict with the terms of this Agreement.
8. TERM OF AGREEMENT
The term of this Agreement will be effective as of January 1, 2007 and will
continue from year to year unless terminated.
9. TERMINATION
a) The Company may terminate consulting services at any time without the
need to show cause upon ninety (90) days written notice to Consultant.
b) The Company may terminate consulting services without notice for
failure to meet obligations under the Agreement. The following, as
determined by the Company in its reasonable judgment, shall constitute
failure to meet these obligations:
(1) Consultant's failure to perform services or meet goals defined
under the scope of the project.
(2) Any misconduct which is injurious to the business or interests of
the Company.
(3) Violation of any federal, state, or local law applicable to the
business of the Company.
(4) Any material breach of this agreement.
c) The Consultant will be notified on any alleged breach in writing and
be allowed sixty (60) days to cure any deficiency. Upon any
termination pursuant to subparagraph (a) and (b) above, the Consultant
shall be entitled to no further fees or payments hereunder, except
those which shall have accrued to the date of termination.
10. MISCELLANEOUS
a) This Agreement and any disputes arising here from shall be governed by
Pennsylvania law.
b) In the event that any provision of this Agreement is held to be
invalid or unenforceable for any reason, including without limitation
the geographic or business scope or duration
3
thereof, this Agreement shall be construed as if such provision had
been more narrowly drawn so as not to be invalid or unenforceable.
c) This Agreement supersedes all prior agreements, arrangements, and
understandings, written or oral, relating to the subject matter with
the Company or its affiliates. Without limiting the foregoing, this
Agreement replaces and supersedes in full the Consultant Agreement
between the Company and Consultant dated May 21, 2001, as amended,
which is hereby terminated in full.
d) The failure of either party at any time or times to require
performance of any provision hereof shall in no way affect the right
at a later time to enforce the same.
e) The provisions of paragraphs 2, 4,5,6,7 and 9 hereof are intended to
apply equally to the Consultant and Xx. Xxxxxxxxxx, and the Consultant
will assure Xx. Xxxxxxxxxx'x compliance with the same.
f) The provisions of paragraphs 4, 5 and 6 shall survive termination of
this Agreement.
For Consultant: For the Company:
------------------------------------- ----------------------------------------
Date: Date:
------------------------------- ----------------------------------
4
EXHIBIT A
Standard Opportunity Lead Sheet
This Exhibit A is made pursuant to the Consultant Agreement ("Agreement")
entered into between Xxxx Xxxxxxxxxx, M.D., P.C. and eResearchTechnology, Inc.
Defined terms not otherwise defined herein shall take on the meanings assigned
to them in the Agreement.
LEAD INFORMATION
Company Name:
________________________________________________________________________________
Address:
________________________________________________________________________________
________________________________________________________________________________
City/State/Zip:
________________________________________________________________________________
Contact Name: ______________________________ Title: ____________________________
Phone: _______________________ Fax: _____________ E-mail: ______________________
Brief description of Services requested:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
List any relationships or affiliations that may exist between Lead or any Lead
affiliate and Consultant or any Consultant affiliate:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_____________________________________ ________________________________________
Consultant Date
_____________________________________ ________________________________________
Company Date
5
